Exhibit 10

                             SHAREHOLDER'S AGREEMENT


     SHAREHOLDER'S  AGREEMENT dated as of June 3, 1999 (this "Agreement") by and
among  Merrimac  Industries,  Inc., a New Jersey  corporation  (the  "Company"),
William D. Witter,  Inc., a New York  corporation  registered  as an  investment
advisor under the Investment Advisers Act of 1940 ("Witter,  Inc."), and William
D. Witter.

     WHEREAS,  Witter, Inc. is the record owner of the Witter Shares (as defined
herein) and Witter,  Inc.,  together with William D. Witter,  are the beneficial
owners of the Witter Shares; and

     WHEREAS,  as a condition to amending the Company's  shareholder rights plan
to allow Witter,  Inc.,  together with its  Affiliates  and  Associates (as such
terms are defined  herein),  to purchase up to a total of 15% of the outstanding
shares of  capital  stock of the  Company,  the  parties  agree to the  transfer
provisions  relating to the Covered  Securities (as defined herein) as set forth
in this Agreement;

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
covenants  and  agreements  herein  contained,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

     Section 1.1  Certain  Definitions.  For  purposes  of this  Agreement,  the
following terms shall have the meanings indicated:

     "Affiliate"  means,  with  respect to any Person,  any other  Person  which
directly  or  indirectly  controls,  or is  under  common  control  with,  or is
controlled  by,  such  first  Person.  The  term  "affiliated"  (whether  or not
capitalized)  shall  have a  correlative  meaning.  For  the  purposes  of  this
definition,  "control,"  as used with  respect  to any  Person,  shall  mean the
possession,  directly or indirectly through or with one or more  intermediaries,
of the power to direct or cause the direction of the  management and policies of
such Person, whether through the ownership of voting securities,  by contract or
otherwise.  The terms "controlled by" and "under common control with" shall have
correlative meanings.


<PAGE>

     "Agreement"  means  this  Shareholder's  Agreement  and any  schedules  and
exhibits attached hereto,  as the same may be amended,  supplemented or modified
from time to time in accordance with the terms hereof.

     "Associate" means, with respect to any Person, (a) any Entity of which such
Person is an officer or partner or is,  directly or  indirectly,  the beneficial
owner of 10% or more of any equity  securities  of any  Class,  (b) any trust or
other estate in which such Person has a substantial beneficial interest or as to
which such Person serves as trustee or in a similar fiduciary capacity,  (c) any
relative or spouse of such Person,  or any relative of such spouse,  who has the
same home as such Person and (d) any  Associates  thereof.  For purposes of this
Agreement,  William D. Witter shall be deemed an  Associate of Witter,  Inc. and
Charles F. Huber, II shall not be deemed an Associate of Witter, Inc.

     "beneficial  owner" or  "beneficial  ownership"  shall have the meaning set
forth in Rule 13d-3 under the Exchange Act.

     "Business  Day" means any day other than a  Saturday,  a Sunday or a day on
which banking institutions in New York, New York are not open for business.

     "Class"  shall  have the  meaning  set forth in the  definition  of Covered
Securities.

     "Common Stock" shall have the meaning set forth in the definition of Witter
Shares.

     "Company"  shall  have  the  meaning  set  forth  in the  preamble  to this
Agreement.

     "Contract"   means  any  agreement,   contract,   obligation,   commitment,
indenture,  lease,  license,  instrument,  note,  bond,  security,  agreement in
principle,  letter of intent,  undertaking,  promise,  covenant,  arrangement or
understanding, whether written or oral.

     "Covered  Securities"  means (i) any and all  shares  (or  other  units) of
capital stock of the Company,  however denominated,  of any class, series, issue
or other type ("Class"),  including  shares of capital stock into which any such
Class may be  changed,  and (ii) any and all  Rights  with  respect  to any such
shares of  capital  stock of the  Company  of any  Class.  If, at any time,  any
Covered  Securities of any Class are changed into shares of capital stock of any
other  Class  or  other  securities  of  any  Class,  whether  by  reason  of  a
reclassification,   reorganization,  recapitalization,   consolidation,  merger,



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<PAGE>

exchange or any other event or transaction of any nature  whatsoever,  then such
shares of capital stock or other  securities into which such Covered  Securities
are changed shall also be "Covered  Securities",  and this sentence  shall apply
successively on each and every occasion on which any event or transaction of any
kind referred to shall occur. If, in connection with any consolidation,  merger,
binding share exchange or  reorganization to which the Company is a party and in
which the Company is not the surviving or continuing  corporation  or any sales,
conveyance,  transfer or lease to another Entity of the properties and assets of
the Company as an entirety or  substantially  as an entirety,  capital  stock or
other securities of any Class of the successor or acquiring Entity are issued or
issuable in respect of any Covered  Securities on any Class, then such shares of
capital stock or other  securities of such  successor or acquiring  Entity shall
also be "Covered  Securities".  The term "Covered  Securities" also includes all
shares or other  appropriate  units of capital stock or other  securities of any
Class issued as a dividend or distribution on any other shares or other units of
Covered Securities.

     "Entity"  means any  corporation,  limited  liability  company,  general or
limited partnership,  joint venture,  association,  joint stock company,  trust,
other  unincorporated  business or  organization  or other  Person  which is not
either a natural person or a governmental authority.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations promulgated thereunder.

     "Liens" means any liens, claims, charges, conditions,  equitable interests,
commitments  (fixed or contingent),  encumbrances,  options,  pledges,  security
interests, mortgages, retention of title agreements, defects of title, rights of
interest or  restrictions  of any kind or nature,  including any  restriction on
use, voting,  transfer,  receipt of income or exercise of any other attribute of
ownership.

     "Person" means any individual,  corporation,  limited  liability company or
entity, general or limited partnership,  joint venture, association, joint stock
company, trust, unincorporated business or organization,  Governmental Authority
or other entity or legal person,  whether acting in an individual,  fiduciary or
other capacity.

     "Reports"  shall  have the  meaning  set  forth in  Section  4.1(d) of this
Agreement.

     "Rights" means options, warrants, convertible or exchangeable securities or
other  rights,  however  denominated,  to subscribe  for,  purchase or otherwise
acquire  any equity  interest or other  security  of any Class,  with or without
payment of additional  consideration in cash or property,  either immediately or
upon the occurrence of a specified date or a specified event or the satisfaction
or happening of any other condition or contingency.



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<PAGE>

     "SEC" shall have the meaning set forth in Section 4.1(d) of this Agreement.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations promulgated thereunder.

     "Total Voting Power" means the aggregate  number of votes which may be cast
by holders of issued and outstanding Covered Securities.

     "Transfer"  means,  when used with  reference to any Covered  Securities or
other securities, to directly or indirectly,  voluntarily or involuntarily,  (i)
to offer for sale, sell, assign, make a gift of, exchange,  tender,  dispose of,
pledge,  hypothecate,  grant an option or other Right for or otherwise  transfer
(whether  by merger or  otherwise)  or permit any sale or  transfer to satisfy a
margin  call  or  other  obligation  relating  to  Covered  Securities  held  as
collateral,  encumber  or  subject to any claim,  Lien or  restriction  any such
Covered  Securities or other securities or any interest therein,  (ii) grant any
proxy,  voting or other rights with respect to any such  Covered  Securities  or
other securities or deposit any Covered  Securities into a voting trust or (iii)
enter into any agreement or  arrangement  regarding  the transfer,  acquisition,
holding,   disposition  or  voting  of  such  Covered   Securities.   The  terms
"Transferred",   "Transferee"   and  similar  variants  shall  have  correlative
meanings.

     "Voting Covered  Securities" means all Covered Securities  entitled to vote
in annual or special meetings of the Company and which would be entitled to vote
in annual or special meetings of the Company if it were assumed that Rights with
respect to Covered  Securities  then held were duly  exercised  and converted in
full (whether or not then exercisable or convertible).

     "Witter,  Inc." shall have the  meaning  set forth in the  preamble to this
Agreement.

     "Witter  Shares"  means (i) the  171,899  shares of issued and  outstanding
Common  Stock,  par value $.50 per share (the  "Common  Stock"),  of the Company
owned  beneficially  or of record or held by Witter,  Inc. and William D. Witter
(for themselves or on behalf of their various clients) on the date hereof,  (ii)
all shares of Common  Stock and  Covered  Securities  of the  Company  hereafter



                                       -4-


<PAGE>

acquired by Witter,  Inc. or any of its Affiliates and Associates  (held by them
or on behalf of their various  clients)  pursuant to the exercise of Rights with
respect to Covered  Securities  of the  Company  hereafter  acquired  or held by
Witter, Inc. or any of its Affiliates and Associates with the written consent of
the  Company,  and (iii) all Rights  with  respect to shares of Common  Stock or
Covered Securities of the Company hereafter acquired or held by Witter,  Inc. or
any of its  Affiliates  and  Associates  (for  themselves  or on behalf of their
various clients) with the written consent of the Company.

     Section 1.2 Terms Generally; Certain Rules of Construction. The definitions
in Section 1.1 shall apply  equally to both the singular and plural forms of the
terms defined.  Whenever the context may require,  any pronoun shall include the
corresponding  masculine,  feminine  and  neuter  forms.  The  words  "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation."  The words "herein",  "hereof" and "hereunder" and words of similar
import refer to this Agreement in its entirety and not to any part hereof unless
the context shall  otherwise  require.  The word "or" is not exclusive and means
"and/or." All  references  herein to Sections,  Exhibits and Schedules  shall be
deemed  references  to and Sections of, and Exhibits and  Schedules to (if any),
this Agreement  unless the context shall  otherwise  require.  Unless  otherwise
expressly  provided  herein or unless the context shall otherwise  require,  any
references as of any time to any agreement  (including  this Agreement) or other
Contract, instrument or document or to any statute or regulation or any specific
section or other provision thereof are to it as amended and supplemented through
such time (and, in the case of a statute or  regulation  or specific  section or
other provision thereof, to any successor of such statute,  regulation,  section
or other  provision).  Any  reference in this  Agreement to a "day" or number of
"days" (without the explicit  qualification of "Business")  shall be interpreted
as a reference  to a calendar day or number of calendar  days.  If any action or
notice  is to be taken or given on or by a  particular  calendar  day,  and such
calendar day is not a Business Day, then such action or notice shall be deferred
until,  or may be taken or given on, the next  Business  Day.  Unless  otherwise
expressly  provided  herein or unless the context shall otherwise  require,  any
provision of this  Agreement  using a defined term which is based on a specified
characteristic,  qualification,  feature or status shall, as of any time,  refer
only to such  Persons  who have  the  specified  characteristic,  qualification,
feature or status as of that particular time.



                                       -5-


<PAGE>

                                   ARTICLE II

                         STANDSTILL AND TRANSFER MATTERS

     Section 2.1 Acquisitions. Without the prior written consent of the Company,
each of Witter,  Inc. and its  Affiliates  and  Associates  will not purchase or
otherwise acquire, or agree or offer to purchase or otherwise acquire, record or
beneficial  ownership of any Covered  Securities if, after giving effect to such
purchase  or  acquisition,  Witter,  Inc.,  together  with  its  Affiliates  and
Associates,  are the beneficial owners of Covered Securities representing in the
aggregate  more than 15% of Total  Voting  Power (it being  understood  that for
purposes of this Section 2.1, a dividend or a distribution of Covered Securities
pursuant  to  a  reorganization,  recapitalization,   consolidation,  merger  or
exchange shall not be deemed a purchase or an acquisition).  If Witter,  Inc. or
any of its  Affiliates or  Associates  purchases or otherwise  acquires  Covered
Securities  in violation of the  immediately  preceding  sentence,  such Covered
Securities  shall  immediately  be  Transferred  as  permitted  by Section  2.2.
Notwithstanding  the foregoing,  the Company may also pursue any other available
remedy to which it may be entitled to as a result of such violation.

     Section 2.2 Transfer Restrictions.  Each of Witter, Inc. and its Affiliates
and Associates  will not Transfer or permit any Person to Transfer on its or his
behalf any Covered Securities, except:

     (a) to any Person or "group" (within the meaning of Section 13(d)(3) of the
Exchange Act) who, after giving effect to such Transfer,  would beneficially own
Voting Covered  Securities  representing  in the aggregate less than 3% of Total
Voting Power;

     (b)  pursuant  to a  tender  or  exchange  offer  made  by the  Company  or
recommended  by  the  Board  of  Directors  of  the  Company  to  the  Company's
shareholders; or

     (c) to William D. Witter or any wholly owned  subsidiary  of Witter,  Inc.;
provided that such subsidiary agrees in writing to be bound by the terms of this
Agreement.


                                   ARTICLE III

                               VOTING REQUIREMENTS

     Section 3.1.  Agreement to Vote.  Witter,  Inc.  hereby agrees to vote, and
William D. Witter hereby agrees to cause Witter, Inc. to vote, the Witter Shares
at the Company's 1999 annual meeting of shareholders scheduled for June 10, 1999
(the  "Annual  Meeting")  (i) in favor of the  adoption of the  amendment to the
Company's Certificate of Incorporation creating a classified Board of Directors,
(ii) for each of the  nominees  for  director of the Company as set forth in the
proxy statement  relating to the Annual Meeting (the "Proxy  Statement"),  (iii)



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<PAGE>

for such other  proposals and items as  recommended  by the  Company's  Board of
Directors  in the Proxy  Statement  and (iv) for or against  any other  items or
business that may properly come before the Annual Meeting (or any adjournment or
postponement  thereof)  as  directed  by the  appointed  proxies  at the  Annual
Meeting.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     Section 4.1 Representations and Warranties.

     (a) Each party to this  Agreement  hereby  represents  and warrants to each
other party that  (i) such  party has the right,  power and  authority  or legal
capacity,  as the case may be, to enter into this  Agreement  and perform its or
his obligations  hereunder,  (ii) this Agreement has been duly authorized by all
necessary  corporate or other action  prerequisite to the execution and delivery
thereof  by such party and is a legally  valid and  binding  obligation  of such
party enforceable in accordance with its terms and (iii) the execution, delivery
and   performance  of  this  Agreement  by  such  party  and  the   transactions
contemplated  hereby do not, with or without the giving of notice or the passage
of time or both,  (x) violate  any law,  ordinance,  rule or  regulation  or any
judgment,  writ,  injunction or order of any court,  arbitrator or governmental,
administrative  or  self-regulatory  body or agency,  applicable  to such party,
(y) require  the  consent or  authorization  of or waiver by or filing  with any
governmental, administrative, self-regulatory body or agency or any other Person
or  (z) conflict  with,  result in the breach of any provision of, result in the
modification  or  termination  of,  require the consent or  authorization  of or
waiver by or filing with any other Person  (other than such as has been obtained
prior to the date  hereof) to, or result in the  creation or  imposition  of any
Lien or constitute a default under any material  Contract to which such party is
a party.

     (b) Witter,  Inc. and William D. Witter hereby represent and warrant to the
Company  that  Witter,  Inc. has good and valid title to, and is the record and,
together  with  William D. Witter,  his  associates  and the various  clients of



                                       -7-


<PAGE>


Witter,  Inc., the beneficial  owner of, the Witter Shares free and clear of any
Liens,  and that Witter,  Inc.,  together with William D. Witter pursuant to his
ownership  of a majority  of the  capital  stock of Witter,  Inc.,  have  voting
control of such  Witter  Shares.  Witter,  Inc.  and  William D.  Witter  hereby
represent  and  warrant to the Company  that the Witter  Shares  constitute  all
Covered  Securities  of the Company owned of record or  beneficially  by Witter,
Inc. and William D. Witter and their  Affiliates  and Associates and the various
clients of Witter,  Inc.  and all such Covered  Securities  of the Company as to
which  Witter,  Inc.  and its  Affiliates  and  Associates  have (on  behalf  of
themselves or their various clients) voting control.

     (c) Witter,  Inc. and William D. Witter hereby represent and warrant to the
Company that  Witter,  Inc. has the sole right to vote or direct the vote of and
dispose or direct the  disposition  of the Witter Shares in its sole  discretion
(it being  understood  that William D. Witter,  by virtue of his  ownership of a
majority of the  capital  stock of Witter,  Inc.,  has the sole power to control
Witter,  Inc.) and none of the Witter  Shares is subject to any voting  trust or
other agreement,  arrangement, or restriction with respect to the voting thereof
and there  are no  Rights  or  Contracts  to which  Witter,  Inc.  or any of its
Affiliates  or Associates  is a party,  or by which  Witter,  Inc. or any of its
Affiliates or Associates is bound or affected, that provides for the Transfer of
any  Covered  Securities  or any  interest  therein or any Rights  with  respect
thereto  (other than the rights held by the various  clients of Witter,  Inc. to
receive or direct the receipt of dividends  from,  or the proceeds from the sale
of,  the  Witter  Shares),  relates to the  voting,  Transfer  or control of any
thereof,  or obligates  Witter,  Inc. or any of its  Affiliates or Associates to
grant, offer or enter into any of the foregoing.

     (d) Witter,  Inc. and William D. Witter hereby represent and warrant to the
Company  that Witter,  Inc. and its  Affiliates  and  Associates  have filed all
required   reports,   schedules,   forms,   statements   and   other   documents
(collectively,  "Reports")  concerning the Witter Shares with the Securities and
Exchange  Commission  ("SEC") as required by the Securities Act and the Exchange
Act, and that none of such Reports  contained any untrue statement of a material
fact or  omitted  to state  any  material  fact  necessary  in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.



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<PAGE>


                                    ARTICLE V

                                CERTAIN COVENANTS

     Section 5.1 Certain Actions.  Witter, Inc. and William D. Witter, except as
otherwise  permitted  by this  Agreement,  will not,  and will not permit  their
Affiliates and Associates to:

     (a) make, or take any action to solicit,  initiate or encourage,  any offer
or proposal for, or any  indication  of interest in, a merger or other  business
combination  involving  the  Company  or any  subsidiary  of the  Company or the
acquisition  of any equity  interest in, or a substantial  portion of the assets
of, the Company or any subsidiary of the Company;

     (b) "solicit",  or become a  "participant"  in any  "solicitation"  of, any
"proxy" (as such terms are defined in Regulation  14A under the Exchange Act) or
written  consent from any holder of Covered  Securities in  connection  with any
vote on any matter,  or agree or announce his or its  intention to vote with any
Person  undertaking a  "solicitation"  or communicate  with or seek to advise or
influence any Person with respect to the voting of any Covered Securities;

     (c) form,  join or in any way  participate in a "group" (within the meaning
of Section 13(d)(3)of the Exchange Act) with respect to any Covered Securities;

     (d) call or seek to have  called  any  meeting of the  shareholders  of the
Company or seek election of any  representative to the Board of Directors of the
Company or the removal of any member of the Board of Directors of the Company;

     (e) otherwise act to seek to control,  disrupt or influence the management,
policies or affairs, of the Company or its Affiliates;

     (f) without the prior  written  consent of the  Company,  issue or make any
announcement or public statement  concerning the Company or its Affiliates,  any
policies of the Company or its Affiliates or any director,  officer, employee or
shareholder of the Company or its Affiliates; or



                                       -9-


<PAGE>

     (g) instigate or encourage any third party to do any of the foregoing.

     Section 5.2 SEC Reports.  Upon the Company's request,  Witter, Inc. and its
Affiliates  and  Associates  will  deliver to the Company (i) true and  complete
copies of all Reports  required to be filed by Witter,  Inc. and its  Affiliates
and Associates  with the SEC  concerning  the Covered  Securities of the Company
owned beneficially or of record or held by Witter,  Inc. or William D. Witter or
their  Affiliates or Associates and (ii) true and complete copies of all Reports
that would have been required to be filed by Witter, Inc. and its Affiliates and
Associates  with the SEC concerning the Covered  Securities of the Company owned
beneficially or of record or held by Witter, Inc. or William D. Witter or any of
their  Affiliates or  Associates if Witter,  Inc. or William D. Witter or any of
their  Affiliates  or  Associates  owned  beneficially  or of  record  or held a
sufficient  number of such Covered  Securities to require filing of Reports with
the SEC.

                                   ARTICLE VI

                                  MISCELLANEOUS

     Section 6.1 Binding  Effect;  Assignability.  This Agreement and all of the
provisions  hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective  successors and permitted assigns.  No party to this
Agreement  will assign or delegate  this  Agreement or any rights,  interests or
obligations hereunder, except that the Company may assign this Agreement and its
rights, interest or obligations to any Affiliate of the Company.

     Section 6.2  Amendments  and Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and  waivers of or  consents to  departures  from the  provisions
hereof may not be given unless approved in writing by the parties hereto.

     Section 6.3 Governing Law. This Agreement and the validity,  interpretation
and  performance  of the terms and  provisions  hereof shall be governed by, and
construed  in  accordance  with,  the laws of the State of New  Jersey,  without
regard to the provisions thereof relating to choice or conflict of laws.

     Section 6.4  Interpretation.  The  headings of the  articles  and  sections
contained in this  Agreement  are solely for the purpose of  reference,  are not
part of the  agreement  of the  parties  and shall not  affect  the  meaning  or
interpretation of this Agreement.



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<PAGE>

     Section 6.5 Notices. All notices,  requests,  consents,  demands, elections
and other communications required or permitted hereunder shall be in writing and
shall be given to the intended recipient at:

     If to the Company:

     Merrimac Industries, Inc.
     41 Fairfield Place
     West Caldwell, New Jersey  07006
     Facsimile:  (973) 575-0531
     Attention:  President and
     Chief Executive Officer

     with a copy to:

     Chadbourne & Parke LLP
     30 Rockefeller Plaza
     New York, NY  10112
     Facsimile:  (212) 541-5369
     Attention:  Thomas C. Meriam, Esq.

     If to Witter, Inc. or William D. Witter:

     William D. Witter, Inc.
     153 East 53rd Street, 51st Floor
     New York, New York  10022
     Facsimile:  (212) 486-7697
     Attention:  William D. Witter

    Any such notice, request,  consent, demand, election or other communication
shall be  deemed  to have been duly  given if  personally  delivered  or sent by
registered or certified mail, return receipt  requested,  Express Mail,  Federal
Express or similar overnight  delivery service for next Business Day delivery or
by telegram,  telex or facsimile  transmission and will be deemed given,  unless
earlier  received:  (1) if sent by certified or registered mail,  return receipt
requested,  five calendar days after being  deposited in the United States mail,
postage  prepaid;  (2) if sent by  Express  Mail,  Federal  Express  or  similar
overnight delivery service for next Business Day delivery, the next Business Day
after being entrusted to such service,  with delivery charges prepaid or charged
to the  sender's  account;  (3) if  sent  by  telegram  or  telex  or  facsimile
transmission,  on the date sent;  and (4) if delivered  by hand,  on the date of
delivery.



                                      -11-


<PAGE>

     Section 6.6 No Implied Waivers. No action taken pursuant to this Agreement,
including  any  investigation  by or on behalf of any party,  shall be deemed to
constitute  a waiver by the party  taking  such  action of  compliance  with any
representations,  warranties,  covenants or agreements  contained herein or made
pursuant hereto.  The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any preceding or
succeeding breach and no failure by any party to exercise any right or privilege
hereunder  shall  be  deemed a  waiver  of such  party's  rights  or  privileges
hereunder  or shall be deemed a waiver of such  party's  rights to exercise  the
same at any subsequent time or times hereunder.

     Section  6.7  Entire  Agreement.  This  Agreement  constitutes  the  entire
agreement of the parties with respect to the specific subject matter hereof, and
supersedes all prior agreements and  undertakings,  both written and oral, among
the parties with respect to such specific subject matter.

     Section 6.8  Counterparts.  This  Agreement  may be executed in one or more
counterparts,  each of which shall be deemed to be an original  and all of which
together shall be deemed to constitute one and the same agreement.

     Section 6.9 Further  Assurances.  Each party shall  cooperate and take such
actions as may be reasonably  requested by the other party in order to carry out
the provisions and purposes of this Agreement and the transactions  contemplated
hereby.

     Section 6.10 Specific  Performance;  Injunctive  Relief. In addition to any
other  rights  or  remedies  which  may be  available  at law,  in  equity or by
Contract,  the Company  shall be  entitled  to obtain in any court of  competent
jurisdiction   specific   performance  of,  or  an  injunction  or  other  order
restraining any act or proposed act which would result in a violation of, any of
the terms or provisions of any of the  covenants,  agreements or  obligations of
Witter, Inc. or William D. Witter hereunder, it being agreed by the parties that
the remedy at law, including monetary damages, for breach of such provision will
be inadequate  compensation  for any loss and that any defense in any action for
specific  performance  that a remedy at law would be  adequate  is  waived.  The
rights and remedies herein  expressly  provided are cumulative and not exclusive
of any other rights or remedies which any party would otherwise have pursuant to
this Agreement, at law, in equity, by statute or otherwise.

     Section  6.11  Severability.  If any  provision  of this  Agreement  or the
application  thereof  to any  Person  or  circumstance  is held  by a  court  of
competent  jurisdiction  to be invalid,  void or  unenforceable,  the  remaining
provisions   hereof,  or  the  application  of  such  provision  to  Persons  or
circumstances  other  than  those  as to  which  it has  been  held  invalid  or



                                      -12-


<PAGE>

unenforceable,  shall  remain in full  force and  effect  and shall in no way be
affected,  impaired or  invalidated  thereby;  provided,  that if any  provision
hereof  or the  application  thereof  shall  be so held to be  invalid,  void or
unenforceable  by a court of  competent  jurisdiction,  then the  parties  shall
negotiate  in good  faith in an effort to agree upon a  suitable  and  equitable
substitute  provision  therefor  and, if the parties shall fail to negotiate and
agree upon such a provision, such court of competent jurisdiction may substitute
for such  invalid,  void or  unenforceable  provision a suitable  and  equitable
provision  in order to carry out,  so far as may be valid and  enforceable,  the
intent and purpose of the invalid, void or unenforceable provision.

     Section 6.12 Consent to  Jurisdiction;  Service of Process.  To the fullest
extent  permitted by applicable  law, each party hereto hereby  irrevocably  and
unconditionally  (i)  submits,  for himself  and his  property or itself and its
property,  to the  nonexclusive  jurisdiction of the courts of the States of New
York and New Jersey and any court of the United States  sitting in New York City
(and of any appellate court to which an appeal of any judgment, order, decree or
decision  of any such  court may be taken)  in any  suit,  action or  proceeding
arising out of or relating to this  Agreement or for  recognition or enforcement
of any judgment rendered in any such suit, action or proceeding, (ii) waives any
objection which he or it may now or hereafter have to the laying of venue of any
such suit, action or proceeding in any such court,  including any claim that any
such suit, action or proceeding has been brought in an inconvenient forum, (iii)
waives  all rights to a trial by jury in any such  suit,  action or  proceeding,
(iv) waives personal  service of any summons,  complaint or other process by any
means,  manner or method  other  than in the manner  provided  for the giving of
notices to such party in  Section 6.5,  and agrees that any process  served upon
such  party in such  manner  provided  for in  Section 6.5  shall  have the same
validity  and legal  force and effect as if served  upon such  party  personally
within  the State of New York or New  Jersey,  as the case may be and (v) if any
such party at any time is not a resident of the State of New York or New Jersey,
agrees to appoint and maintain the  appointment  of an agent in the State of New
York and New Jersey as such party's  agent for service and  acceptance  of legal
process in connection  with any such action,  suit or  proceeding  with the same
validity  and legal  force and effect as if served  upon such party  personally,
within  the State of New York or New  Jersey,  as the case may be, and to notify
promptly each other such party of the name and address of such agent.



                                      -13-


<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Shareholder's  Agreement
as of the date first above written.


      Merrimac Industries, Inc.


      By: /s/ Mason N. Carter
          -------------------
      Name: Mason N. Carter
      Title: Chairman, President and
             Chief Executive Officer

      WILLIAM D. WITTER, INC.


      By: /S/ William D. Witter
          ---------------------
      Name:  William D. Witter
      Title: President


         /S/ William D. Witter
         ---------------------
         William D. Witter






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